Common use of Assignment by Corporation Clause in Contracts

Assignment by Corporation. The Corporation may assign the whole of its rights, titles and interests under this YPSHA provided: the Corporation gives the Proponent at least 20 Business Days' notice prior to the proposed assignment; within 20 Business Days after giving the Proponent the notice referred to in clause 22.3(a), the proposed new corporation enters into a deed, in a form acceptable to the Proponent(acting reasonably), by which it agrees to be bound by this YPSHA and to assume all of the Corporation's obligations under this YPSHA, and provides a copy of that deed to the Proponent; and the Corporation does all other things necessary to give effect to the assumption by the new corporation of the obligations under this YPSHA. Effect of Assignment Once an assignment by a Proponent of all of its rights, title and interests under this YPSHA has occurred under clause 22.2, then the assigning Proponent will be deemed to have been released to the extent of the assignment from all claims and liabilities arising under or in respect of this YPSHA arising after the effective date of the assignment, but without affecting any claim or liability arising prior to such date. Once an assignment of this YPSHA has occurred under clause 22.2, the assigning Corporation will be deemed to have been released, to the extent of the assignment from all claims and liabilities arising under or in respect of this YPSHA arising after the effective date of the assignment, but without affecting any claim or liability arising prior to such date. Unless otherwise agreed by the Parties in writing or required by law, an assignment under this clause 22 shall not affect the operation of this YPSHA. No encumbrance No Party may grant an encumbrance, mortgage or charge in respect of the whole or any part of its rights, title and interests under this YPSHA. Notices Any notice: must be in writing and signed by a person duly authorised by the sender; must be delivered to the intended recipient by registered post or by hand, fax or email to the intended recipient's postal address, email address or fax number specified in Schedule 1 (or the address in Western Australia or fax number last notified in writing by the intended recipient to the sender, including where so notified in an Activity Notice given to the Corporation under clause 8.2); will be taken to be received by the recipient: in the case of delivery in person, when delivered; in the case of delivery by post, 3 Business Days after the date of posting; in the case of delivery by email, at the time of receipt determined in accordance with the Electronic Transactions Xxx 0000 (WA); and in the case of delivery by fax, on receipt by the sender of a transmission control report from the despatching machine showing the relevant number of pages and the correct destination fax machine number and name of recipient and indicating that the transmission has been made without error, but if the result is that a notice would be taken to be given or made on a day that is not a Business Day or at a time that is later than 4.00pm (local time), it will be taken to have been duly given or made at 9.00am on the next Business Day. GST

Assignment by Corporation. The Corporation Project may assign the be sold, leased or otherwise transferred as a whole of its rightsor in part, titles and interests under this YPSHA provided: any proceeds thereof retained by the Corporation gives without the Proponent at least 20 Business Days' notice necessity of obtaining the consent of the Issuer, and this Loan Agreement may be assigned in whole or in part, subject, however, to the following conditions: (a) no sale, assignment or lease shall relieve the Corporation from the obligation to make the payments required by Section 4.01 hereof; (b) the Corporation shall, not more than sixty (60) nor less than thirty (30) days prior to the proposed assignment; within 20 Business Days after giving the Proponent the notice referred to in clause 22.3(a), the proposed new corporation enters into a deed, in a form acceptable to the Proponent(acting reasonably), by which it agrees to be bound by this YPSHA and to assume all of the Corporation's obligations under this YPSHA, and provides a copy of that deed to the Proponent; and the Corporation does all other things necessary to give effect to the assumption by the new corporation of the obligations under this YPSHA. Effect of Assignment Once an assignment by a Proponent of all of its rights, title and interests under this YPSHA has occurred under clause 22.2, then the assigning Proponent will be deemed to have been released to the extent of the assignment from all claims and liabilities arising under or in respect of this YPSHA arising after the effective date of the assignmentany such sale, but without affecting any claim assignment or liability arising prior lease, furnish or cause to such date. Once an assignment of this YPSHA has occurred under clause 22.2, the assigning Corporation will be deemed to have been released, furnished to the extent Issuer and to the Trustee a true and complete copy of each such contract of sale, assignment or lease and assumption of obligations; (c) the assignment from all claims and liabilities arising under or assignee shall, in respect of this YPSHA arising after the effective date of the assignment, but without affecting any claim or liability arising prior to such date. Unless otherwise agreed by the Parties in writing or required by law, an assignment under this clause 22 shall not affect the operation of this YPSHA. No encumbrance No Party may grant an encumbrance, mortgage or charge in respect of the whole or any part of its rights, title and interests under this YPSHA. Notices Any notice: must be in writing and signed by a person duly authorised by the sender; must be certificate delivered to the intended recipient by registered post or by handIssuer and the Trustee, fax or email which certificate shall be in a form reasonably satisfactory to the intended recipient's postal addressIssuer and the Trustee, email address or fax number specified in Schedule 1 (or expressly assume, and agree to pay and to perform, all of the address in Western Australia or fax number last notified in writing by the intended recipient to the sender, including where so notified in an Activity Notice given to obligations of the Corporation under clause 8.2)this Loan Agreement which shall have been assigned to it except the obligation to make the payments required by Section 4.01 hereof; will be taken provided that the Corporation shall remain primarily liable for the performance and observance of the other agreements on its part herein provided to be received performed and observed by the recipient: in Corporation to the case same extent as though no assignment had been made; (d) the assignee shall deliver to the Issuer and the Trustee a certificate executed by its chief financial officer stating that none of delivery in personthe obligations, when deliveredcovenants and performances under this Loan Agreement assumed by it will conflict with, or constitute on the part of such assignee a breach of or default under, any indenture, mortgage, agreement or other instrument to which such assignee is a party or by which it is bound, or any existing law, rule, regulation, judgment, order or decree to which such assignee is subject; in and (e) the case assignee shall agree to operate the Project through the expiration of delivery by post, 3 Business Days after the date term of posting; in this Loan Agreement and subsequent to such assignment the case use of delivery by email, at the time of receipt determined in accordance Project shall be consistent with the Electronic Transactions Xxx 0000 (WA); and in the case of delivery by fax, on receipt by the sender of a transmission control report from the despatching machine showing the relevant number of pages and the correct destination fax machine number and name of recipient and indicating that the transmission has been made without error, but if the result is that a notice would be taken to be given or made on a day that is not a Business Day or at a time that is later than 4.00pm (local time), it will be taken to have been duly given or made at 9.00am on the next Business Day. GSTAct.

Assignment by Corporation. The interest of the Corporation ------------ ------------------------- in this Agreement may assign be assigned by the whole Corporation subject, however, to each of the following conditions: (a) No assignment shall relieve the Corporation from primary liability for any of its rightsobligations hereunder, titles and in the event of any such assignment the Corporation shall continue to remain primarily liable for the payments specified in Article III and for performance and observance of the other agreements on its part provided herein to be performed and observed by it to the same extent as though no assignment had been granted, unless the Corporation shall have delivered to the Issuer, the Trustee and the Bank an opinion of Bond Counsel in form and substance reasonably satisfactory to the Issuer, the Trustee and the Bank to the effect that such a release from such liability is not prohibited by the Act and will not adversely affect the exclusion of interest on the Bonds from gross income of the Owners for federal income tax purposes. (b) Any assignment by the Corporation shall (unless the Corporation is released from primary liability under this Agreement pursuant to the provisions of paragraph (a) of this Section 7.02) retain for the Corporation such rights and interests under this YPSHA provided: the Corporation gives the Proponent at least 20 Business Days' notice prior as will permit it to the proposed assignment; within 20 Business Days after giving the Proponent the notice referred to in clause 22.3(a), the proposed new corporation enters into a deed, in a form acceptable to the Proponent(acting reasonably), by which it agrees to be bound by this YPSHA and to assume all of the Corporation's perform its obligations under this YPSHAAgreement, and provides a copy any assignee of that deed to the Proponent; and the Corporation does all other things necessary to give effect to shall assume the assumption by the new corporation obligations of the obligations under this YPSHA. Effect of Assignment Once an assignment by a Proponent of all of its rights, title and interests under this YPSHA has occurred under clause 22.2, then the assigning Proponent will be deemed to have been released Corporation hereunder to the extent of the assignment from all claims interest assigned; and liabilities arising under such circumstances such assignee shall agree in writing with the Issuer to operate the Project or in respect of this YPSHA arising after portion thereof assigned as an "industrial development facility" within the effective date meaning of the assignmentAct and as "solid waste disposal facilities" within the meaning of Section 142(a)(6) of the Code. (c) The Corporation shall, but without affecting within 30 days after delivery thereof, furnish or cause to be furnished to the Issuer, the Trustee and the Bank a true and complete copy of each such assignment together with an instrument of assumption of obligation. The foregoing restrictions shall not apply to any claim or liability arising prior to such date. Once an assignment of this YPSHA has occurred under clause 22.2Agreement in connection with any consolidation, the assigning Corporation will be deemed to have been released, to the extent merger or transfer of the assignment from all claims and liabilities arising under or in respect of this YPSHA arising after the effective date of the assignment, but without affecting any claim or liability arising prior to such date. Unless otherwise agreed assets permitted by the Parties in writing or required by law, an assignment under this clause 22 shall not affect the operation of this YPSHA. No encumbrance No Party may grant an encumbrance, mortgage or charge in respect of the whole or any part of its rights, title and interests under this YPSHA. Notices Any notice: must be in writing and signed by a person duly authorised by the sender; must be delivered to the intended recipient by registered post or by hand, fax or email to the intended recipient's postal address, email address or fax number specified in Schedule 1 (or the address in Western Australia or fax number last notified in writing by the intended recipient to the sender, including where so notified in an Activity Notice given to the Corporation under clause 8.2); will be taken to be received by the recipient: in the case of delivery in person, when delivered; in the case of delivery by post, 3 Business Days after the date of posting; in the case of delivery by email, at the time of receipt determined in accordance with the Electronic Transactions Xxx 0000 (WA); and in the case of delivery by fax, on receipt by the sender of a transmission control report from the despatching machine showing the relevant number of pages and the correct destination fax machine number and name of recipient and indicating that the transmission has been made without error, but if the result is that a notice would be taken to be given or made on a day that is not a Business Day or at a time that is later than 4.00pm (local time), it will be taken to have been duly given or made at 9.00am on the next Business Day. GSTSection 7.01.